December 23, 2008 08:00 ET

Strategic Alternatives-Prosys Closes the Sale of Its Participation in CDMS

MONTREAL, QUEBEC--(Marketwire - Dec. 23, 2008) - Prosys-Tech Corporation (TSX VENTURE:POZ)(hereinafter, "Prosys"), announces it has closed the sale to Chris Danielle Micro Solutions (CDMS) Inc. (hereinafter, "CDMS") of all of its shares in the share capital of CDMS, being an aggregate of one hundred and ninety-three (193) Class A common shares of CDMS (hereinafter, the "Shares") (hereinafter, the "Transaction").

The purchase price is of four hundred and fifty thousand dollars ($450,000), paid in cash at the closing of the Transaction (hereinafter, the "Purchase Price"), such Purchase Price being subject to a deduction equivalent to the value of any and all amounts paid to Prosys by way of dividends between November 11, 2008 and the closing of the Transaction. The parties acknowledged that the value of the said amounts is $173,000 so that the net purchase price is of $277,000.

The Transaction is deemed a non arm's length party transaction pursuant to Policy 5.3 Acquisitions and Dispositions of Non-Cash Assets of the TSX Venture Exchange (hereinafter, "Policy 5.3") and a related party transaction pursuant to Regulation 61-101 respecting protection of minority security holders in special transactions of the Autorite des marches financiers (hereinafter, "Regulation 61-101") as Danielle Lafleur is a shareholder of Prosys and a control person of CDMS and her husband, Chrisanthos Symeon, is an insider of Prosys as President and director of CDMS. However, Prosys is relying on the exemptions from the formal valuation and minority shareholder approval requirements under Regulation 61-101 since the fair market value of the subject matter of the Transaction, and the fair market value of the consideration received in exchange therewith, is reasonable and does not exceed 25% of the market capitalization of Prosys.

The TSX Venture Exchange had required the written consent of Prosys's disinterested shareholders who hold the majority of the issued and outstanding shares in the share capital of Prosys, except Danielle Lafleur, as proof of shareholder's approval of a reviewable disposition pursuant to Policy 5.3. This Transaction was also subject to the resignation of Mr. Georges Hebert and Kerrigan Turner as Directors of CDMS as well as to the usual approval of securities regulators. All the foregoing conditions have been fulfilled.

About Prosys

Prosys is a distributor of information technology products having offices in Montreal, Quebec City and Ottawa. Prosys maintains its participation in Peak Positioning Inc. Prosys currently holds about 45% of Peak's issued shares and has an option to increase its participation in Peak to 50.1%. The investment in Peak is in the scope of the Prosys' steps to diversify the global offer of services to its current customers and to improve Prosys' positioning for the development of the SMB market. For more information regarding Peak, please visit

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

Contact Information

  • Prosys Tech Corporation
    Mr. Georges Hebert
    President and Chief Executive Officer
    514-255-3454, extension 270